BYLAWS
                                       OF
                                  IMMUCOR, INC.
                  Amended and Restated as of February 12, 2002
<PAGE>

                                     BYLAWS
                                       OF
                                  IMMUCOR, INC.

                                TABLE OF CONTENTS

                                                                          Page

ARTICLE I. Office..........................................................1
   1.1      Registered Office and Agent....................................1
   1.2      Principal Office...............................................1
   1.3      Other Offices..................................................1
ARTICLE II. Shareholders' Meetings.........................................1
   2.1      Place of Meetings..............................................1
   2.2      Annual Meetings................................................2
   2.3      Special Meetings...............................................2
   2.4      Notice of Meetings.............................................2
   2.5      Waiver of Notice...............................................2
   2.6      Voting Group; Quorum; Vote Required to Act.....................3
   2.7      Voting of Shares...............................................3
   2.8      Proxies........................................................3
   2.9      Presiding Officer..............................................3
   2.10     Adjournments...................................................4
   2.11     Conduct of the Meeting.........................................4
   2.12     Action of Shareholders Without a Meeting.......................4
   2.13     Matters Considered at Annual Meetings..........................5
ARTICLE III. Board of Directors............................................5
   3.1      General Powers.................................................5
   3.2      Number, Election and Term of Office............................5
   3.3      Removal of Directors...........................................6
   3.4      Vacancies......................................................6
   3.5      Compensation...................................................6
   3.6      Committees of the Board of Directors...........................6
   3.7      Qualification of Directors.....................................6
   3.8      Certain Nomination Requirements................................7
ARTICLE IV. Meetings of the Board of Directors.............................7
   4.1      Regular Meetings...............................................7
   4.2      Special Meetings...............................................8
   4.3      Place of Meetings..............................................8
   4.4      Notice of Meetings.............................................8
   4.5      Quorum.........................................................8
   4.6      Vote Required for Action.......................................8
   4.7      Participation by Conference Telephone..........................8
   4.8      Action by Directors Without a Meeting..........................8
   4.9      Adjournments...................................................9
   4.10     Waiver of Notice...............................................9
<PAGE>

ARTICLE V. Officers........................................................9
   5.1      Offices........................................................9
   5.2      Term...........................................................9
   5.3      Compensation..................................................10
   5.4      Removal.......................................................10
   5.5      Chairman of the Board.........................................10
   5.6      Chief Executive Officer.......................................10
   5.7      President.....................................................10
   5.8      Vice Presidents...............................................11
   5.9      Secretary.....................................................11
   5.10     Treasurer.....................................................11
ARTICLE VI. Distributions and Dividends...................................11
ARTICLE VII. Shares.......................................................11
   7.1      Share Certificates............................................12
   7.2      Rights of Corporation with Respect to Regi....................12
   7.3      Transfers of Shares...........................................12
   7.4      Duty of Corporation to Register Transfer......................12
   7.5      Lost, Stolen, or Destroyed Certificates.......................12
   7.6      Fixing of Record Date.........................................13
   7.7      Record Date if None Fixed.....................................13
ARTICLE VIII. Indemnification.............................................14
   8.1      Indemnification of Directors..................................14
   8.2      Indemnification of Officers and Others........................14
   8.3      Subsidiaries..................................................15
   8.4      Determination.................................................15
   8.5      Advances......................................................16
   8.6      Non-Exclusivity; Continuing Benefits..........................16
   8.7      Insurance.....................................................16
   8.8      Notice........................................................17
   8.9      Security......................................................17
   8.10     Amendment.....................................................17
   8.11     Agreements....................................................17
   8.12     Successors....................................................18
   8.13     Additional Indemnification....................................18
ARTICLE IX. Miscellaneous.................................................18
   9.1      Inspection of Books and Records...............................18
   9.2      Fiscal Year...................................................18
   9.3      Corporate Seal................................................18
   9.4      Annual Statements.............................................18
   9.5      Notice........................................................19
ARTICLE X. Amendments.....................................................19

<PAGE>


                                     BYLAWS
                                       OF
                                  IMMUCOR, INC.
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     References  in these  Bylaws  to  "Articles  of  Incorporation"  are to the
Articles  of  Incorporation  of  Immucor,   Inc.,  a  Georgia  corporation  (the
"Corporation"), as amended and restated from time to time.

     All of these  Bylaws are  subject to  contrary  provisions,  if any, of the
Articles of  Incorporation  (including  provisions  designating the preferences,
limitations,  and relative rights of any class or series of shares), the Georgia
Business  Corporation Code (the "Code"),  and other applicable law, as in effect
on and after the effective  date of these Bylaws.  References in these Bylaws to
"Sections" shall refer to sections of the Bylaws, unless otherwise indicated.

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                                   ARTICLE I
                                     Office

1.1  Registered  Office and Agent.  The Corporation  shall maintain a registered
     office and shall have a registered  agent whose business office is the same
     as the registered office.

1.2  Principal  Office.  The principal office of the Corporation shall be at the
     place designated in the Corporation's  annual registration with the Georgia
     Secretary of State.

1.3  Other Offices.  In addition to its registered  office and principal office,
     the Corporation  may have offices at other  locations  either in or outside
     the State of Georgia.

                                   ARTICLE II
                             Shareholders' Meetings

2.1  Place of Meetings.  Meetings of the Corporation's  shareholders may be held
     at any location  inside or outside the State of Georgia  designated  by the
     Board of Directors  or any other  person or persons who  properly  call the
     meeting,  or if the Board of  Directors  or such other person or persons do
     not specify a location, at the Corporation's principal office.

<PAGE>

2.2  Annual  Meetings.   The  Corporation   shall  hold  an  annual  meeting  of
     shareholders,  at a time  determined  by the Board of  Directors,  to elect
     directors  and to transact any business  that  properly may come before the
     meeting.  The annual  meeting  may be  combined  with any other  meeting of
     shareholders, whether annual or special.

2.3  Special  Meetings.  Special meetings of shareholders of one or more classes
     or  series  of the  Corporation's  shares  may be called at any time by the
     Board of  Directors,  the  Chairman  of the Board,  or the Chief  Executive
     Officer and shall be called by the Corporation upon the written request (in
     compliance  with  applicable  requirements  of the Code) of the  holders of
     shares representing fifty percent (50%) or more of the votes entitled to be
     cast on each issue  proposed to be considered at the special  meeting.  The
     business  that may be  transacted  at any special  meeting of  shareholders
     shall be limited to that  proposed  in the  notice of the  special  meeting
     given in  accordance  with  Section 2.4  (including  related or  incidental
     matters that may be necessary or  appropriate  to  effectuate  the proposed
     business).

2.4  Notice of Meetings. In accordance with Section 9.5 and subject to waiver by
     a shareholder  pursuant to Section 2.5, the Corporation  shall give written
     notice  of  the  date,   time,   and  place  of  each  annual  and  special
     shareholders'  meeting no fewer  than 10 days nor more than 60 days  before
     the  meeting  date to each  shareholder  of record  entitled to vote at the
     meeting.  The notice of an annual meeting need not state the purpose of the
     meeting  unless these  Bylaws  require  otherwise.  The notice of a special
     meeting  shall state the  purpose  for which the  meeting is called.  If an
     annual or special  shareholders'  meeting is adjourned to a different date,
     time, or location,  the Corporation shall give  shareholders  notice of the
     new date,  time, or location of the adjourned  meeting,  unless a quorum of
     shareholders  was  present at the  meeting and  information  regarding  the
     adjournment  was  announced  before the  meeting was  adjourned;  provided,
     however,  that if a new record date is or must be fixed in accordance  with
     Section 7.6, the Corporation  must give notice of the adjourned  meeting to
     all  shareholders  of record as of the new record date who are  entitled to
     vote at the adjourned meeting.

2.5  Waiver of Notice.  A shareholder may waive any notice required by the Code,
     the Articles of  Incorporation,  or these Bylaws,  before or after the date
     and time of the matter to which the notice  relates,  by  delivering to the
     Corporation a written waiver of notice signed by the  shareholder  entitled
     to the notice. In addition,  a shareholder's  attendance at a meeting shall
     be (a) a waiver of objection  to lack of notice or defective  notice of the
     meeting unless the  shareholder at the beginning of the meeting  objects to
     holding  the meeting or  transacting  business  at the  meeting,  and (b) a
     waiver of objection to consideration of a particular  matter at the meeting
     that is not within the  purpose  stated in the meeting  notice,  unless the
     shareholder objects to considering the matter when it is presented.  Except
     as otherwise  required by the Code, neither the purpose of nor the business
     transacted at the meeting need be specified in any waiver.

2.6  Voting Group; Quorum; Vote Required to Act.

a.   Unless otherwise required by the Code or the Articles of Incorporation, all
     classes or series of the Corporation's shares entitled to vote generally on
     a matter  shall for that  purpose be  considered  a single  voting group (a
     "Voting  Group").  If either  the  Articles  of  Incorporation  or the Code
     requires  separate voting by two or more Voting Groups on a matter,  action
     on that  matter is taken  only when voted  upon by each such  Voting  Group
<PAGE>

     separately.  At all meetings of shareholders,  any Voting Group entitled to
     vote on a matter  may take  action on the  matter  only if a quorum of that
     Voting  Group  exists at the meeting,  and if a quorum  exists,  the Voting
     Group may take action on the matter notwithstanding the absence of a quorum
     of any other  Voting Group that may be entitled to vote  separately  on the
     matter.  Unless the Articles of  Incorporation,  these Bylaws,  or the Code
     provides  otherwise,  the  presence  (in  person  or by  proxy)  of  shares
     representing  a  majority  of votes  entitled  to be cast on a matter  by a
     Voting Group shall  constitute a quorum of that Voting Group with regard to
     that  matter.  Once a share is present at any meeting  other than solely to
     object to holding the meeting or transacting  business at the meeting,  the
     share shall be deemed present for quorum  purposes for the remainder of the
     meeting and for any adjournments of that meeting,  unless a new record date
     for the  adjourned  meeting is or must be set  pursuant  to Section  7.6 of
     these Bylaws.

b.   Except as provided in Section 3.4, if a quorum  exists,  action on a matter
     by a Voting Group is approved by that Voting Group if the votes cast within
     the Voting  Group  favoring the action  exceed the votes cast  opposing the
     action,  unless the Articles of Incorporation,  a provision of these Bylaws
     that has been  adopted  pursuant to Section  14-2-1021  of the Code (or any
     successor provision),  or the Code requires a greater number of affirmative
     votes.

2.7  Voting of Shares.  Unless otherwise required by the Code or the Articles of
     Incorporation,  each outstanding share of any class or series having voting
     rights  shall be entitled to one vote on each matter that is submitted to a
     vote of shareholders.

2.8  Proxies.  A shareholder  entitled to vote on a matter may vote in person or
     by proxy pursuant to an appointment  executed in writing by the shareholder
     or by his attorney-in-fact. An appointment of a proxy shall be valid for 11
     months from the date of its execution, unless a longer or shorter period is
     expressly stated in the proxy.

2.9  Presiding  Officer.  Except as otherwise  provided in this Section 2.9, the
     Chairman of the Board, and in his absence or disability the Chief Executive
     Officer,  shall preside at every shareholders' meeting (and any adjournment
     thereof)  as its  chairman,  if either of them is  present  and  willing to
     serve. If neither the Chairman of the Board nor the Chief Executive Officer
     is present  and willing to serve as  chairman  of the  meeting,  and if the
     Chairman of the Board has not designated  another person who is present and
     willing to serve, then a majority of the Corporation's directors present at
     the meeting  shall be entitled to  designate a person to serve as chairman.
     If no  director  of the  Corporation  is  present  at the  meeting  or if a
     majority of the directors  who are present  cannot be  established,  then a
     chairman  of the meeting  shall be  selected by a majority  vote of (a) the
     shares present at the meeting that would be entitled to vote in an election
     of directors, or (b) if no such shares are present at the meeting, then the
     shares present at the meeting  comprising the Voting Group with the largest
     number of shares  present at the meeting  and  entitled to vote on a matter
     properly  proposed to be  considered  at the  meeting.  The chairman of the
     meeting may designate other persons to assist with the meeting.
<PAGE>

2.10 Adjournments.  At any  meeting  of  shareholders  (including  an  adjourned
     meeting),  a majority of shares of any Voting Group present and entitled to
     vote at the meeting  (whether or not those shares  constitute a quorum) may
     adjourn  the  meeting,  but only with  respect  to that  Voting  Group,  to
     reconvene  at a specific  time and place.  If more than one Voting Group is
     present and entitled to vote on a matter at the  meeting,  then the meeting
     may be  continued  with respect to any such Voting Group that does not vote
     to adjourn as provided above,  and such Voting Group may proceed to vote on
     any matter to which it is otherwise  entitled to do so; provided,  however,
     that if (a) more than one  Voting  Group is  required  to take  action on a
     matter  at the  meeting  and (b) any one of those  Voting  Groups  votes to
     adjourn the meeting (in accordance with the preceding  sentence),  then the
     action shall not be deemed to have been taken until the  requisite  vote of
     any adjourned Voting Group is obtained at its reconvened meeting.  The only
     business that may be transacted at any reconvened  meeting is business that
     could  have been  transacted  at the  meeting  that was  adjourned,  unless
     further notice of the adjourned  meeting has been given in compliance  with
     the  requirements  for a special  meeting  that  specifies  the  additional
     purpose or purposes for which the meeting is called.  Nothing  contained in
     this  Section  2.10 shall be deemed or  otherwise  .construed  to limit any
     lawful authority of the chairman of a meeting to adjourn the meeting.

2.11 Conduct of the Meeting. At any meeting of shareholders, the chairman of the
     meeting  shall be entitled to establish  the rules of order  governing  the
     conduct of business at the meeting.

2.12 Action of Shareholders  Without a Meeting.  Action required or permitted to
     be taken at a meeting of shareholders may be taken without a meeting if the
     action is taken by all  shareholders  entitled to vote on the action or, if
     permitted  by the  Articles  of  Incorporation,  by  persons  who  would be
     entitled  to vote at a  meeting  shares  having  voting  power  to cast the
     requisite  number of votes (or  numbers,  in the case of voting by  groups)
     that would be  necessary  to  authorize  or take the action at a meeting at
     which all shareholders  entitled to vote were present and voted. The action
     must be  evidenced by one or more written  consents  describing  the action
     taken,  signed by  shareholders  entitled to take action without a meeting,
     and  delivered to the  Corporation  for  inclusion in the minutes or filing
     with the corporate  records.  Where  required by Section  14-2-704 or other
     applicable   provision  of  the  Code,   the   Corporation   shall  provide
     shareholders with written notice of actions taken without a meeting.

2.13 Matters  Considered  at Annual  Meetings.  Notwithstanding  anything to the
     contrary in these  Bylaws,  the only  business  that may be conducted at an
     annual meeting of shareholders shall be business brought before the meeting
     (a) by or at the direction of the Board of Directors  prior to the meeting,
     (b) by or at the  direction  of the  Chairman  of the  Board  or the  Chief
     Executive  Officer,  or (c) by a  shareholder  of  the  Corporation  who is
     entitled to vote with respect to the  business  and who  complies  with the
     notice  procedures  set forth in this  Section  2.13.  For  business  to be
     brought properly before an annual meeting by a shareholder, the shareholder
     must have given timely  notice of the business in writing to the  Secretary
     of the Corporation.  To be timely, a shareholder's notice must be delivered
     or mailed to and received at the principal  offices of the  Corporation not
     later than 60 days before the date that corresponds to the month and day of
     the prior year on which the  Corporation  first mailed its proxy  materials
     for the prior year's annual meeting of shareholders. A shareholder's notice
     to the  Secretary  shall set forth a brief  description  of each  matter of
     business  the  shareholder  proposes  to bring  before the  meeting and the
     reasons for  conducting  that  business  at the  meeting;  the name,  as it
<PAGE>

     appears  on  the  Corporation's  books,  and  address  of  the  shareholder
     proposing  the  business;  the  series or class and number of shares of the
     Corporation's capital stock that are beneficially owned by the shareholder;
     and any material interest of the shareholder in the proposed business.  The
     chairman  of the  meeting  shall  have the  discretion.  to  declare to the
     meeting that any business proposed by a shareholder to be considered at the
     meeting is out of order and that such  business  shall not be transacted at
     the meeting if (i) the chairman concludes that the matter has been proposed
     in a manner  inconsistent  with  this  Section  2.13 or (ii)  the  chairman
     concludes that the subject matter of the proposed business is inappropriate
     for consideration by the shareholders at the meeting.

                                  ARTICLE III
                               Board of Directors

3.1  General  Powers.  All  corporate  powers shall be exercised by or under the
     authority  of, and the  business  and affairs of the  Corporation  shall be
     managed by, the Board of Directors,  subject to any limitation set forth in
     the Articles of Incorporation,  in bylaws approved by the shareholders,  or
     in agreements among all the shareholders that are otherwise lawful.

3.2  Number,  Election  and Term of  Office.  The  number  of  directors  of the
     Corporation  shall be fixed by  resolution  of the Board of Directors  from
     time to time and, until  otherwise so fixed,  shall be eight (8), and in no
     event shall be more than thirteen (13); provided, however, that no decrease
     in the number of directors  shall have the effect of shortening the term of
     an incumbent director. Except as provided elsewhere in this Section 3.2 and
     in Section 3.4, the directors whose terms expire in accordance with Article
     Ninth of the  Articles  of  Incorporation  shall be elected at each  annual
     meeting of shareholders, or at a special meeting of shareholders called for
     purposes  that  include the  election of  directors,  by a plurality of the
     votes  cast by the shares  entitled  to vote and  present  at the  meeting.
     Despite the  expiration of a director's  term,  he shall  continue to serve
     until  his  successor,  if there is to be any,  has  been  elected  and has
     qualified.

3.3  Removal of  Directors.  Subject to the  rights,  if any,  of the holders of
     Preferred  Stock  then  outstanding,  any or all  of the  directors  of the
     Corporation  may be removed  from  office at any time,  but only for cause,
     provided that directors elected by a particular Voting Group may be removed
     only by the shareholders in that Voting Group.  Removal action may be taken
     only at a shareholders'  meeting for which notice of the removal action has
     been given. A removed director's  successor,  if any, may be elected at the
     same meeting to serve the unexpired term.

3.4  Vacancies.  A vacancy occurring in the Board of Directors may be filled for
     the unexpired term,  unless the shareholders  have elected a successor,  by
     the affirmative vote of a majority of the remaining  directors,  whether or
     not the remaining directors constitute a quorum; provided, however, that if
     the vacant  office was held by a director  elected by a  particular  Voting
     Group,  only the  holders of shares of that Voting  Group or the  remaining
     directors  elected  by that  Voting  Group  shall be  entitled  to fill the
     vacancy; provided further, however, that if the vacant office was held by a
     director  elected by a  particular  Voting  Group and there is no remaining
     director  elected by that Voting Group,  the other  remaining  directors or
     director  (elected by another  Voting Group or Groups) may fill the vacancy
     during an interim period before the shareholders of the vacated  director's
<PAGE>

     Voting Group act to fill the  vacancy.  A vacancy or vacancies in the Board
     of Directors may result from the death, resignation,  disqualification,  or
     removal of any director, or from an increase in the number of directors.

3.5  Compensation. Directors may receive such compensation for their services as
     directors  as may be fixed by the Board of  Directors  from time to time. A
     director may also serve the  Corporation  in one or more  capacities  other
     than that of director and receive  compensation  for  services  rendered in
     those other capacities.

3.6  Committees of the Board of Directors.  The Board of Directors may designate
     from among its members an executive committee or one or more other standing
     or ad hoc committees,  each consisting of one or more directors,  who serve
     at the  pleasure  of the Board of  Directors.  Subject  to the  limitations
     imposed by the Code,  each committee  shall have the authority set forth in
     the resolution establishing the committee or in any other resolution of the
     Board of Directors specifying,  enlarging, or limiting the authority of the
     committee.

3.7  Qualification of Directors. No person elected to serve as a director of the
     Corporation  shall assume  office and begin  serving  unless and until duly
     qualified to serve, as determined by reference to the Code, the Articles of
     Incorporation,  and any further  eligibility  requirements  established  in
     these Bylaws.

3.8  Certain Nomination Requirements. No person may be nominated for election as
     a director at any annual or special meeting of shareholders  unless (a) the
     nomination  has been or is  being  made  pursuant  to a  recommendation  or
     approval  of the  Board  of  Directors  of the  Corporation  or a  properly
     constituted  committee  of the  Board  of  Directors  previously  delegated
     authority to recommend or approve nominees for director;  (b) the person is
     nominated by a shareholder of the  Corporation  who is entitled to vote for
     the  election  of the nominee at the subject  meeting,  and the  nominating
     shareholder   has  furnished   written  notice  to  the  Secretary  of  the
     Corporation,  at the Corporation's principal office, not later than 60 days
     before the date that  corresponds to the month and day of the prior year on
     which the Corporation first mailed its proxy materials for the prior year's
     annual meeting of shareholders,  and the notice (i) sets forth with respect
     to the person to be nominated his or her name, age,  business and residence
     addresses, principal business or occupation during the past five years, any
     affiliation with or material interest in the Corporation or any transaction
     involving the Corporation, and any affiliation with or material interest in
     any  person  or  entity  having  an  interest  materially  adverse  to  the
     Corporation, and (ii) is accompanied by the sworn or certified statement of
     the shareholder  that the nominee has consented to being nominated and that
     the shareholder believes the nominee will stand for election and will serve
     if  elected;  or (c) (i) the  person  is  nominated  to  replace  a  person
     previously  identified  as a  proposed  nominee  (in  accordance  with  the
     provisions  of subpart (b) of this Section 3.8) who has since become unable
     or unwilling to be nominated or to serve if elected,  (ii) the  shareholder
     who furnished such previous identification makes the replacement nomination
     and delivers to the Secretary of the  Corporation  (at the time of or prior
     to making the replacement nomination) an affidavit or other sworn statement
     affirming  that the  shareholder  had no reason  to  believe  the  original
     nominee would be so unable or unwilling,  and (iii) such  shareholder  also
     furnishes in writing to the Secretary of the Corporation (at the time of or
     prior to making the  replacement  nomination)  the same type of information
     about the  replacement  nominee as required by subpart (b) of this  Section
     3.8 to have been furnished about the original nominee.  The chairman of any
     meeting of  shareholders  at which one or more directors are to be elected,
     for good cause  shown and with  proper  regard for the  orderly  conduct of
     business at the  meeting,  may waive in whole or in part the  operation  of
     this Section 3.8.
<PAGE>

                                   ARTICLE IV
                       Meetings of the Board of Directors

4.1  Regular Meetings. A regular meeting of the Board of Directors shall be held
     in conjunction with each annual meeting of shareholders.  In addition,  the
     Board of Directors may, by prior resolution, hold regular meetings at other
     times.

4.2  Special Meetings.  Special meetings of the Board of Directors may be called
     by or at the  request of the  Chairman  of the Board,  the Chief  Executive
     Officer, or any two directors in office at that time.

4.3  Place of  Meetings.  Directors  may hold their  meetings at any place in or
     outside the State of Georgia that the Board of Directors may establish from
     time to time.

4.4  Notice of  Meetings.  Directors  need not be  provided  with  notice of any
     regular meeting of the Board of Directors. Unless waived in accordance with
     Section 4.10, the Corporation  shall give at least two days' notice to each
     director of the date, time, and place of each special meeting.  Notice of a
     meeting shall be deemed to have been given to any director in attendance at
     any prior  meeting  at which the date,  time,  and place of the  subsequent
     meeting was announced.

4.5  Quorum. At meetings of the Board of Directors,  a majority of the directors
     then in office shall constitute a quorum for the transaction of business.

4.6  Vote Required for Action.  If a quorum is present when a vote is taken, the
     vote of a majority of the directors present at the time of the vote will be
     the act of the Board of Directors,  unless the vote of a greater  number is
     required by the Code,  the Articles of  Incorporation,  or these Bylaws.  A
     director  who is  present  at a  meeting  of the  Board of  Directors  when
     corporate  action is taken is deemed to have  assented to the action  taken
     unless (a) he objects at the beginning of the meeting (or promptly upon his
     arrival)  to holding  the  meeting or  transacting  business at it; (b) his
     dissent or  abstention  from the action  taken is entered in the minutes of
     the meeting; or (c) he delivers written notice of his dissent or abstention
     to the presiding  officer of the meeting  before its  adjournment or to the
     Corporation  immediately  after  adjournment  of the meeting.  The right of
     dissent or  abstention is not available to a director who votes in favor of
     the action taken.

4.7  Participation  by Conference  Telephone.  Members of the Board of Directors
     may participate in a meeting of the Board by means of conference  telephone
     or similar communications equipment through which all persons participating
     may hear and speak to each other.  Participation  in a meeting  pursuant to
     this Section 4.7 shall constitute presence in person at the meeting.

4.8  Action by Directors Without a Meeting.  Any action required or permitted to
     be taken at any meeting of the Board of  Directors  may be taken  without a
     meeting if a written  consent,  describing  the action taken,  is signed by
     each director and delivered to the Corporation for inclusion in the minutes

<PAGE>

     or filing  with the  corporate  records.  The  consent  may be  executed in
     counterparts,  and shall have the same force and effect as a unanimous vote
     of the Board of Directors at a duly convened meeting.

4.9  Adjournments.  A meeting of the Board of Directors, whether or not a quorum
     is present,  may be  adjourned  by a majority of the  directors  present to
     reconvene at a specific  time and place.  It shall not be necessary to give
     notice to the directors of the reconvened  meeting or of the business to be
     transacted,  other than by  announcement at the meeting that was adjourned,
     unless a quorum was not present at the meeting that was adjourned, in which
     case notice shall be given to directors in the same manner as for a special
     meeting.  At any such reconvened meeting at which a quorum is present,  any
     business may be transacted  that could have been  transacted at the meeting
     that was adjourned.

4.10 Waiver of Notice. A director may waive any notice required by the Code, the
     Articles of  Incorporation,  or these  Bylaws  before or after the date and
     time of the matter to which the notice relates,  by a written waiver signed
     by the  director  and  delivered to the  Corporation  for  inclusion in the
     minutes or filing with the corporate records. Attendance by a director at a
     meeting  shall  constitute  waiver of notice of the meeting  except where a
     director at the  beginning  of the meeting (or  promptly  upon his arrival)
     objects to holding  the meeting or to  transacting  business at the meeting
     and does not thereafter vote for or assent to action taken at the meeting.

                                   ARTICLE V
                                    Officers

5.1  Offices.  The officers of the Corporation  shall consist of a President,  a
     Secretary,  and a  Treasurer,  and may  include a Chief  Executive  Officer
     separate from the President,  each of whom shall be elected or appointed by
     the Board of Directors. The Board of Directors may also elect a Chairman of
     the Board from among its members.  The Board of Directors from time to time
     may, or may authorize the Chief Executive  Officer to, create and establish
     the duties of other offices and may, or may  authorize the Chief  Executive
     Officer to, elect or appoint,  or  authorize  specific  senior  officers to
     appoint,  the persons who shall hold such other  offices,  including one or
     more Vice  Presidents  (including  Executive Vice  Presidents,  Senior Vice
     Presidents, Assistant Vice Presidents, and the like), one or more Assistant
     Secretaries,  and  one or  more  Assistant  Treasurers.  Whether  or not so
     provided by the Board of Directors,  the Chairman of the Board or the Chief
     Executive Officer may appoint one or more Assistant  Secretaries and one or
     more Assistant Treasurers.  Any two or more offices may be held by the same
     person.

5.2  Term.  Each  officer  shall serve at the pleasure of the Board of Directors
     (or,  if  appointed  by the Chief  Executive  Officer  or a senior  officer
     pursuant to this Article  Five,  at the pleasure of the Board of Directors,
     the Chief  Executive  Officer,  or the senior  officer  authorized  to have
     appointed the officer) until his death,  resignation,  or removal, or until
     his  replacement  is elected or appointed in  accordance  with this Article
     Five.

5.3  Compensation.  The compensation of all officers of the Corporation shall be
     fixed by the Board of Directors  or by a committee or officer  appointed by
     the Board of Directors. Officers may serve without compensation.
<PAGE>

5.4  Removal.  All  officers  (regardless  of how elected or  appointed)  may be
     removed, with or without cause, by the Board of Directors,  and any officer
     appointed by the Chief Executive Officer or another senior officer may also
     be removed, with or without cause, by the Chief Executive Officer or by any
     senior  officer  authorized  to have  appointed  the officer to be removed.
     Removal will be without  prejudice to the contract  rights,  if any, of the
     person  removed,  but shall be effective  notwithstanding  any damage claim
     that may result from infringement of such contract rights.

5.5  Chairman  of the Board.  The  Chairman of the Board (if there be one) shall
     preside at and serve as chairman of meetings of the shareholders and of the
     Board of Directors  (unless another person is selected under Section 2.9 to
     act as chairman).  The Chairman of the Board shall perform other duties and
     have other  authority as may from time to time be delegated by the Board of
     Directors.

5.6  Chief  Executive  Officer.  The Chief  Executive  Officer (if there be one)
     shall be charged with the general and active management of the Corporation,
     shall see that all orders and  resolutions  of the Board of  Directors  are
     carried  into  effect,  shall  have the  authority  to select  and  appoint
     employees  and  agents of the  Corporation,  and shall,  in the  absence or
     disability  of the  Chairman of the Board,  perform the duties and exercise
     the powers of the Chairman of the Board. The Chief Executive  Officer shall
     perform any other  duties and have any other  authority as may be delegated
     from time to time by the Board of  Directors,  and shall be  subject to the
     limitations fixed from time to time by the Board of Directors.

5.7  President.  If there shall be no separate  Chief  Executive  officer of the
     Corporation, then the President shall be the chief executive officer of the
     Corporation  and shall have all the duties and authority  given under these
     Bylaws to the Chief Executive Officer. The President shall otherwise be the
     chief  operating  officer  of the  Corporation  and  shall,  subject to the
     authority  of the Chief  Executive  Officer,  have  responsibility  for the
     conduct  and  general   supervision  of  the  business  operations  of  the
     Corporation.  The  President  shall perform such other duties and have such
     other  authority  as may from  time to time be  delegated  by the  Board of
     Directors or the Chief Executive  Officer.  In the absence or disability of
     the Chief  Executive  Officer,  the President  shall perform the duties and
     exercise the powers of the Chief Executive Officer.

5.8  Vice Presidents. The Vice President (if there be one) shall, in the absence
     or disability of the President,  perform the duties and exercise the powers
     of the  President,  whether  the duties and powers are  specified  in these
     Bylaws or otherwise.  If the  Corporation has more than one Vice President,
     the one designated by the Board of Directors or the Chief Executive Officer
     (in that  order of  precedence)  shall act in the event of the  absence  or
     disability of the President. Vice Presidents shall perform any other duties
     and have any other  authority  as from time to time may be delegated by the
     Board of Directors, the Chief Executive Officer, or the President.

5.9  Secretary.  The Secretary shall be responsible for preparing minutes of the
     meetings of  shareholders,  directors,  and committees of directors and for
     authenticating  records of the Corporation.  The Secretary or any Assistant
     Secretary shall have authority to give all notices required by law or these
     Bylaws. The Secretary shall be responsible for the custody of the corporate
     books,  records,  contracts,  and other  documents.  The  Secretary  or any
     Assistant  Secretary may affix the corporate seal to any lawfully  executed
     documents  requiring  it, may attest to the signature of any officer of the

<PAGE>

     Corporation,  and shall sign any instrument  that requires the  Secretary's
     signature. The Secretary or any Assistant Secretary shall perform any other
     duties and have any other  authority  as from time to time may be delegated
     by the Board of Directors, the Chief Executive Officer, or the President.

5.10 Treasurer.  Unless  otherwise  provided  by the  Board  of  Directors,  the
     Treasurer  shall be responsible for the custody of all funds and securities
     belonging to the Corporation and for the receipt,  deposit, or disbursement
     of  these  funds  and  securities  under  the  direction  of the  Board  of
     Directors. The Treasurer shall cause full and true accounts of all receipts
     and disbursements to be maintained and shall make reports of these receipts
     and  disbursements to the Board of Directors,  the Chief Executive  Officer
     and President  upon request.  The  Treasurer or Assistant  Treasurer  shall
     perform any other duties and have any other  authority as from time to time
     may be delegated by the Board of Directors, the Chief Executive Officer, or
     the President.

                                   ARTICLE VI
                           Distributions and Dividends

     Unless  the  Articles  of  Incorporation  provide  otherwise,  the Board of
Directors,  from  time to time  in its  discretion,  may  authorize  or  declare
distributions or share dividends in accordance with the Code.

                                  ARTICLE VII
                                     Shares

7.1  Share  Certificates.  The interest of each  shareholder in the  Corporation
     shall be evidenced by a certificate or certificates  representing shares of
     the Corporation, which shall be in such form as the Board of Directors from
     time to time may  adopt in  accordance  with the Code.  Share  certificates
     shall be in registered form and shall indicate the date of issue,  the name
     of the Corporation, that the Corporation is organized under the laws of the
     State of Georgia, the name of the shareholder,  and the number and class of
     shares  and  designation  of  the  series,  if  any,   represented  by  the
     certificate.  Each  certificate  shall be signed by the President or a Vice
     President  (or in lieu  thereof,  by the  Chairman  of the  Board  or Chief
     Executive  Officer,  if there be one) and may be signed by the Secretary or
     an Assistant Secretary;  provided,  however,  that where the certificate is
     signed (either manually or by facsimile) by a transfer agent, or registered
     by a registrar, the signatures of those officers may be facsimiles.

7.2  Rights of  Corporation  with  Respect to  Registered  Owners.  Prior to due
     presentation  for transfer of registration  of its shares,  the Corporation
     may treat the registered  owner of the shares (or the  beneficial  owner of
     the shares to the extent of any rights granted by a nominee  certificate on
     file with the Corporation pursuant to any procedure that may be established
     by the Corporation in accordance  with the Code) as the person  exclusively
     entitled to vote the shares, to receive any dividend or other  distribution
     with respect to the shares, and for all other purposes; and the Corporation
     shall not be bound to recognize any equitable or other claim to or interest
     in the  shares  on the  part of any  other  person,  whether  or not it has
     express or other  notice of such a claim or  interest,  except as otherwise
     provided by law.
<PAGE>

7.3  Transfers  of Shares.  Transfers  of shares shall be made upon the books of
     the Corporation kept by the Corporation or by the transfer agent designated
     to transfer  the shares,  only upon  direction  of the person  named in the
     certificate or by an attorney lawfully constituted in writing. Before a new
     certificate  is  issued,  the old  certificate  shall  be  surrendered  for
     cancellation  or, in the case of a  certificate  alleged to have been lost,
     stolen,  or destroyed,  the provisions of Section 7.5 of these Bylaws shall
     have been complied with.

7.4  Duty  of  Corporation  to  Register  Transfer.  Notwithstanding  any of the
     provisions of Section 7.3 of these Bylaws,  the Corporation is under a duty
     to register the  transfer of its shares only if: (a) the share  certificate
     is endorsed by the appropriate person or persons;  (b) reasonable assurance
     is given that each required  endorsement is genuine and effective;  (c) the
     Corporation  has no duty to inquire into adverse  claims or has  discharged
     any such duty;  (d) any  applicable law relating to the collection of taxes
     has been  complied  with;  (e) the transfer is in fact  rightful or is to a
     bona fide purchaser;  and (f) the transfer is in compliance with applicable
     provisions of any transfer restrictions of which the Corporation shall have
     notice.

7.5  Lost,  Stolen,  or  Destroyed  Certificates.  Any  person  claiming a share
     certificate  to be lost,  stolen,  or destroyed  shall make an affidavit or
     affirmation of this claim in such a manner as the  Corporation  may require
     and shall,  if the  Corporation  requires,  give the  Corporation a bond of
     indemnity in form and amount, and with one or more sureties satisfactory to
     the Corporation,  as the Corporation may require,  whereupon an appropriate
     new certificate may be issued in lieu of the one alleged to have been lost,
     stolen or destroyed.

7.6  Fixing of Record  Date.  For the purpose of  determining  shareholders  (a)
     entitled  to notice of or to vote at any  meeting  of  shareholders  or, if
     necessary,  any adjournment thereof, (b) entitled to receive payment of any
     distribution or dividend, or (c) for any other proper purpose, the Board of
     Directors may fix in advance a date as the record date. The record date may
     not be more than 70 days (and, in the case of a notice to shareholders of a
     shareholders'  meeting,  not less than 10 days)  prior to the date on which
     the particular action,  requiring the determination of shareholders,  is to
     be taken. A separate  record date may be established  for each Voting Group
     entitled to vote separately on a matter at a meeting.  A  determination  of
     shareholders  of record  entitled  to notice of or to vote at a meeting  of
     shareholders  shall apply to any  adjournment  of the  meeting,  unless the
     Board of Directors shall fix a new record date for the reconvened  meeting,
     which it must do if the meeting is  adjourned  to a date more than 120 days
     after the date fixed for the original meeting.

7.7  Record  Date if None  Fixed.  If no  record  date is fixed as  provided  in
     Section 7.6,  then the record date for any  determination  of  shareholders
     that may be proper or required by law shall be, as appropriate, the date on
     which notice of a  shareholders'  meeting is mailed,  the date on which the
     Board of Directors adopts a resolution  declaring a dividend or authorizing
     a  distribution,  or the date on  which  any  other  action  is taken  that
     requires a determination of shareholders.

                                  ARTICLE VIII
                                Indemnification

8.1  Indemnification  of Directors.  The  Corporation  shall  indemnify and hold
     harmless any person (an "Indemnified  Person") who was or is a party, or is
     threatened  to be made a party,  to any  threatened,  pending or  completed
     action, suit, or proceeding,  whether civil, criminal,  administrative,  or
     investigative  (including  any  action  or suit by or in the  right  of the
     corporation)  by  reason of the fact  that he is or was a  director  of the
     corporation,  against expenses  (including,  but not limited to, attorney's
     fees and  disbursements,  court costs and expert witness fees), and against
     any  judgments,   fines,  and  amounts  paid  in  settlement  actually  and
     reasonably  incurred  by  him in  connection  with  such  action,  suit  or
     proceeding;  provided,  that no indemnification shall be made in respect of
     (a) expenses,  judgments, fines and amounts paid in settlement attributable
     to (i)  any  appropriation,  in  violation  of  such  person's  duty to the
     corporation,  of any business opportunity of the corporation,  (ii) acts or
     omissions not in good faith or which involved  intentional  misconduct or a
     knowing  violation of law, (iii)  liability  under Section  14-2-832 of the
     Georgia Business Corporation Code, and (iv) any transaction from which such
     person derived an improper  personal  benefit,  or (b) any other judgments,
     fines and amounts paid in settlement to the extent that such amounts do not
     exceed liability limits, if any, set forth in the corporation's articles of
     incorporation.

8.2  Indemnification of Officers and Others.

a.   The Board of  Directors  shall have the power to cause the  Corporation  to
     provide to officers,  employees,  and agents of the  Corporation all or any
     part of the right to indemnification  and other rights of the type provided
     under  Sections 8.1,  8.5, and 8.11 of this Article  Eight  (subject to the
     conditions, limitations, and obligations specified therein, but not subject
     however to the  limitation  imposed under clause (b) of Section 8.1 of this
     Article  Eight),  upon a resolution  to that effect  identifying  officers,
     employees,  or agents (by position or name) and  specifying  the particular
     rights provided, which may be different for each of the officers, employees
     and agents identified.  Each officer, employee, or agent of the Corporation
     so  identified  shall  be an  "Indemnified  Person"  for  purposes  of  the
     provisions of this Article Eight.

b.   The Corporation  shall indemnify and hold harmless each officer  identified
     as an executive officers in the Corporation's  reports and filings with the
     United States Securities and Exchange  Commission (an "Executive  Officer")
     who  was  or is a  party,  or is  threatened  to be  made a  party,  to any
     threatened,  pending or completed  action,  suit,  or  proceeding,  whether
     civil, criminal,  administrative, or investigative (including any action or
     suit by or in the right of the  corporation)  by reason of the fact that he
     is or  was  an  officer  or  agent  of the  corporation,  against  expenses
     (including,  but not limited to, attorney's fees and  disbursements,  court
     costs and expert  witness  fees),  and against any  judgments,  fines,  and
     amounts  paid in  settlement  actually  and  reasonably  incurred by him in

<PAGE>

     connection  with  such  action,  suit  or  proceeding;  provided,  that  no
     indemnification shall be made in respect of expenses,  judgments, fines and
     amounts  paid  in  settlement  attributable  to (i) any  appropriation,  in
     violation  of  such  person's  duty  to the  corporation,  of any  business
     opportunity of the corporation, (ii) acts or omissions not in good faith or
     which involved intentional  misconduct or a knowing violation of law, (iii)
     liability under Section 14-2-832 of the Georgia Business  Corporation Code,
     and (iv) any  transaction  from  which  such  person  derived  an  improper
     personal benefit.  Each Executive Officer shall be an "Indemnified  Person"
     for purposes of the provisions of this Article Eight.

8.3  Subsidiaries.  The  Board of  Directors  shall  have the power to cause the
     Corporation to provide to any director,  officer, employee, or agent of the
     Corporation  who also is a director,  officer,  trustee,  general  partner,
     employee,  or agent of a Subsidiary (as defined below),  all or any part of
     the right to  indemnification  and other rights of the type provided  under
     Sections  8.1,  8.2,  8.5, and 8.11 of this Article  Eight  (subject to the
     conditions,  limitations,  and obligations specified therein with regard to
     amounts  actually and  reasonably  incurred by such person by reason of the
     fact  that he is or was a  director,  officer,  trustee,  general  partner,
     employee or agent of the Subsidiary.  The Board of Directors shall exercise
     such  power,  if at all,  through a  resolution  identifying  the person or
     persons to be indemnified (by position or name) and the Subsidiary (by name
     or other  classification),  and specifying the particular  rights provided,
     which may be different for each of the directors,  officers,  employees and
     agents  identified.  Each  person so  identified  shall be an  "Indemnified
     Person" for purposes of the  provisions  of this Article  Nine.  As used in
     this Article Nine,  "Subsidiary" shall mean (i) another corporation,  joint
     venture,  trust,  partnership or unincorporated  business  association more
     than  twenty  percent  (20%) of the voting  capital  stock or other  voting
     equity interest of which was, at or after the time the circumstances giving
     rise  to  such  action,  suit  or  proceeding  arose,  owned,  directly  or
     indirectly,  by the  corporation,  or (ii) a  nonprofit  corporation  which
     receives  its  principal  financial  support  from the  corporation  or its
     subsidiaries.

8.4  Determination. Notwithstanding any judgment, order, settlement, conviction,
     or plea in any  action,  suit or  proceeding  of the  kind  referred  to in
     Section 8.1 of this Article Eight, an Indemnified  Person shall be entitled
     to  indemnification  as provided in such Section 8.1 unless a determination
     that  such  Indemnified  Person  is not  entitled  to such  indemnification
     (because of the  applicability  of clause (a) or (b) of such  Section  8.1)
     shall be made (i) by the Board of Directors by a majority  vote of a quorum
     consisting   of  directors  who  are  not  seeking  the  benefits  of  such
     indemnification;  or (ii) if such  quorum is not  obtainable,  or,  even if
     obtainable  if a quorum of such  disinterested  directors so directs,  in a
     written  opinion by  independent  legal counsel  (which  counsel may be the
     outside legal counsel  regularly  employed or retained by the corporation);
     or (iii) if a quorum cannot be obtained  under (i) above and in the absence
     of a written  opinion by  independent  legal  counsel by  majority  vote or
     consent of a committee duly  designated by the Board of Directors (in which
     designation interested directors may participate), consisting solely of one
     or more directors who are not seeking the benefit of such  indemnification.
     Provided,  however, that notwithstanding any determination  pursuant to the
     preceding  sentence,  if such determination  shall have been made at a time
     that the members of the Board of Directors, so serving when the events upon
     which such  Indemnified  Person's  liability  has been based  occurred,  no
     longer constitute a majority of the members of the Board of Directors, then
     such Indemnified Person shall nonetheless be entitled to indemnification as

<PAGE>

     set forth in such Section 8.1 unless the Company  shall carry the burden of
     proving, in an action before any court of competent jurisdiction, that such
     Indemnified  Person  is not  entitled  to  indemnification  because  of the
     applicability of clause (a) or (b) of such Section 8.1.

8.5  Advances.  Expenses  (including,  but not limited to,  attorneys'  fees and
     disbursements,  court  costs,  and expert  witness  fees)  incurred  by the
     Indemnified Person in defending any action,  suit or proceeding of the kind
     described in Section 8.1 or 8.2 hereof shall be paid by the  Corporation in
     advance of the final  disposition of such action,  suit or proceeding  only
     upon:  (i)  the  Indemnified  Person  delivering  the  affirmation  and the
     undertaking  described  in  subparagraph  (c) of  Section  856 of the  Code
     (whether or not such Indemnified Person is a director),  and (ii) the Board
     of Directors shall not have made a determination,  (any such  determination
     to be made in the manner  described in Section 8.4 of these  Bylaws),  that
     the person  seeking  indemnification  is not  entitled  to  indemnification
     because such person's conduct constitutes behavior of the type described in
     either  clauses (a) or (b) of Section 8.1 of these  Bylaws or clauses  (i),
     (ii), (iii) or (iv) of Section 8.2(b) of these Bylaws.  The Corporation may
     make the  advances  contemplated  by this  Section  8.5  regardless  of the
     Indemnified  Person's  financial  ability to make  repayment.  Advances and
     undertakings  to repay  pursuant to this Section 8.5 shall be on such terms
     and conditions as the Board of Directors shall determine from time to time,
     and may be unsecured and interest-free.

8.6  Non-Exclusivity;  Continuing Benefits.  The indemnification and advancement
     of expenses provided by this Article Eight shall not be deemed exclusive of
     any other rights to which a person seeking  indemnification  or advancement
     of  expenses  may be  entitled  under  any  provision  of the  Articles  of
     Incorporation, or any Bylaw, resolution, agreement, vote of shareholders or
     disinterested  directors or  otherwise,  both as to actions in his official
     capacity and as to actions in another  capacity  while holding such office,
     and shall continue as to a person who has ceased to be a director, officer,
     employee or agent of the  corporation,  as the case may be, and shall inure
     to the benefit of the heirs, executors and administrators of such a person.

8.7  Insurance.  The  Corporation  shall have the power to purchase and maintain
     insurance  on  behalf  of any  person  who is or was a  director,  officer,
     employee, or agent of the Corporation,  or is or was serving at the request
     of the  Corporation  as a  director,  officer,  trustee,  general  partner,
     employee,  or agent of another corporation,  nonprofit  corporation,  joint
     venture, trust,  partnership,  unincorporated business association or other
     enterprise,  against any liability asserted against him and incurred by him
     in any such capacity,  or arising out of his status as such, whether or not
     the  Corporation  would  have  the  power to  indemnify  him  against  such
     liability under the provisions of this Article Eight.

8.8  Notice.   If  any   expenses   or  other   amounts   are  paid  by  way  of
     indemnification,   otherwise   than  by  court   order  or  action  by  the
     shareholders or by an insurance carrier pursuant to insurance maintained by
     the  corporation,  the  corporation  shall,  not later than the next annual
     meeting of  shareholders,  unless  such  meeting is held  within  three (3)
     months from the date of such payment, and in any event, within fifteen (15)
     months  from the date of such  payment,  send by  first  class  mail to its
     shareholders  of record at the time  entitled  to vote for the  election of
     directors a statement  specifying the persons paid, the amount paid and the
     nature  and  status  at the  time  of such  payment  of the  litigation  or
     threatened litigation.
<PAGE>

8.9  Security.   The  Corporation  may  designate   certain  of  its  assets  as
     collateral,  provide  self-insurance  or otherwise  secure its  obligations
     under this Article Eight, or under any indemnification agreement or plan of
     indemnification  adopted and entered into in accordance with the provisions
     of this Article Eight, as the Board of Directors deems appropriate.

8.10 Amendment.  Any  amendment to this  Article  Eight that limits or otherwise
     adversely affects the right of indemnification, advancement of expenses, or
     other  rights  of  any  Indemnified  Person  hereunder  shall,  as to  such
     Indemnified Person, apply only to claims,  actions, or proceedings based on
     actions,  events,  or omissions  (collectively,  "Post  Amendment  Events")
     occurring  after  such  amendment  and  after  delivery  of  notice of such
     amendment to the Indemnified  Person so affected.  Any  Indemnified  Person
     shall,  as to any  claim,  action,  suit or  proceeding  based on  actions,
     events, or omissions occurring prior to the date of receipt of such notice,
     be entitled to the right of indemnification,  advancement of expenses,  and
     other  rights  under  this  Article  Eight to the same  extent  as had such
     provisions  continued as part of the Bylaws of the Corporation without such
     amendment.  This Section 8.10 cannot be altered,  amended, or repealed in a
     manner effective as to any Indemnified  Person (except as to Post Amendment
     Events) without the prior written consent of such Indemnified  Person.  The
     Board of  Directors  may not alter,  amend or repeal any  provision of this
     Article  Eight in a manner that extends or enlarges the right of any person
     to  indemnification or advancement of expenses  hereunder,  except with the
     approval of the holders of a majority of all the shares of capital stock of
     the  corporation  entitled  to vote  thereon  at a meeting  called for such
     purpose.

8.11 Agreements.  The  provisions  of this  Article  Eight  shall be  deemed  to
     constitute an agreement between the Corporation and each Person entitled to
     indemnification  hereunder.  In  addition  to the rights  provided  in this
     Article Eight, the Corporation shall have the power, upon  authorization by
     the Board of Directors,  to enter into an agreement or agreements providing
     to any person who is or was a director,  officer,  employee or agent of the
     Corporation  indemnification rights substantially similar to those provided
     in this Article Eight.

8.12 Successors.  For purposes of this Article Eight, the terms "Corporation" or
     "this  Corporation"  shall include any corporation,  joint venture,  trust,
     partnership,  or unincorporated business association which is the successor
     to all or substantially  all of the business or assets of this Corporation,
     as a result of merger, consolidation,  sale, liquidation, or otherwise, and
     any such successor  shall be liable to the persons  indemnified  under this
     Article  Eight on the same terms and  conditions  and to the same extent as
     this Corporation.

8.13 Additional  Indemnification.  In addition to the  specific  indemnification
     rights  set forth  herein,  the  Corporation  shall  indemnify  each of its
     directors and officers to the full extent  permitted by action of the Board
     of Directors without  shareholder  approval under the Code or other laws of
     the State of Georgia as in effect from time to time.

                                   ARTICLE IX
                                  Miscellaneous

9.1  Inspection  of Books and  Records.  The Board of  Directors  shall have the
     power to determine  which accounts,  books,  and records of the Corporation

<PAGE>

     shall be available for  shareholders  to inspect or copy,  except for those
     books and records required by the Code to be made available upon compliance
     by a shareholder with applicable requirements,  and shall have the power to
     fix   reasonable   rules   and   regulations   (including   confidentiality
     restrictions  and  procedures)  not in conflict with applicable law for the
     inspection  and copying of accounts,  books,  and records that by law or by
     determination of the Board of Directors are made available. Unless required
     by the Code or otherwise provided by the Board of Directors,  a shareholder
     of the  Corporation  holding less than two percent (2%) of the total shares
     of the  Corporation  then  outstanding  shall have no right to inspect  the
     books and records of the Corporation.

9.2  Fiscal Year. The Board of Directors is authorized to fix the fiscal year of
     the Corporation and to change the fiscal year from time to time as it deems
     appropriate.

9.3  Corporate  Seal.  The  corporate  seal will be in such form as the Board of
     Directors  may from  time to time  determine.  The Board of  Directors  may
     authorize the use of one or more facsimile forms of the corporate seal. The
     corporate seal need not be used unless its use is required by law, by these
     Bylaws, or by the Articles of Incorporation.

9.4  Annual  Statements.  Not  later  than four  months  after the close of each
     fiscal  year,  and  in any  case  prior  to  the  next  annual  meeting  of
     shareholders,  the Corporation shall prepare (a) a balance sheet showing in
     reasonable  detail the  financial  condition of the  Corporation  as of the
     close of its fiscal year, and (b) a profit and loss  statement  showing the
     results of its operations  during its fiscal year.  Upon receipt of written
     request, the Corporation promptly shall mail to any shareholder of record a
     copy of the most recent such balance  sheet and profit and loss  statement,
     in such form and with such information as the Code may require.

9.5  Notice.

a.   Whenever these Bylaws  require notice to be given to any  shareholder or to
     any  director,  the  notice  may be given by mail,  in  person,  by courier
     delivery, by telephone, or by telecopier,  telegraph, or similar electronic
     means.  Whenever  notice is given to a shareholder or director by mail, the
     notice  shall be sent by  depositing  the notice in a post office or letter
     box in a  postage-prepaid,  sealed envelope addressed to the shareholder or
     director  at  his  or  her  address  as it  appears  on  the  books  of the
     Corporation.  Any such written notice given by mail shall be effective: (i)
     if given to  shareholders,  at the time the same is deposited in the United
     States  mail;  and (ii) in all other  cases,  at the  earliest  of (x) when
     received or when delivered,  properly  addressed,  to the addressee's  last
     known  principal  place of business or  residence,  (y) five days after its
     deposit  in  the  mail,  as  evidenced  by the  postmark,  if  mailed  with
     first-class  postage  prepaid and correctly  addressed,  or (z) on the date
     shown on the return  receipt,  if sent by  registered  or  certified  mail,
     return receipt requested,  and the receipt is signed by or on behalf of the
     addressee.  Whenever  notice is given to a  shareholder  or director by any
     means other than mail, the notice shall be deemed given when received.
<PAGE>

b.   In calculating  time periods for notice,  when a period of time measured in
     days, weeks, months, years, or other, measurement of time is prescribed for
     the exercise of any privilege or the  discharge of any duty,  the first day
     shall not be counted but the last day shall be counted.

                                   ARTICLE X
                                   Amendments

     Except as  otherwise  provided  under the Code or in Article 8 hereof,  the
Board of Directors shall have the power to alter,  amend, or repeal these Bylaws
or adopt  new  Bylaws.  Any  Bylaws  adopted  by the Board of  Directors  may be
altered, amended, or repealed, and new Bylaws adopted, by the shareholders.  The
shareholders  may  prescribe  in adopting  any Bylaw or Bylaws that the Bylaw or
Bylaws so adopted  shall not be  altered,  amended,  or repealed by the Board of
Directors.